Delaware Limited Liability Company Act
Delaware · Commerce and Trade · §§ 6-18-1001 to 6-18-912 · 105 sections
Overview
This act governs the formation, internal governance, and dissolution-adjacent administration of limited liability companies, a business form in which owners hold membership interests without personal liability for the entity's debts. It establishes the mechanics of coming into existence and staying in good standing — articles of organization filed with a state authority, name requirements and reservation, a registered office and agent for service of process, amendment and correction procedures, and fees and penalties for false filings. It also supplies the default rules of internal affairs, chiefly the operating agreement and its enforcement, member- versus manager-managed structures, the agency authority and conduct standards of members and managers, capital contributions, access to company records, and the sharing of profits, losses, and distributions.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- Del. Code tit. 6, §§ 18-1001Right to bring action
- Del. Code tit. 6, §§ 18-1002Proper plaintiff
- Del. Code tit. 6, §§ 18-1003Complaint
- Del. Code tit. 6, §§ 18-1004Expenses
- Del. Code tit. 6, §§ 18-101Definitions [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-102Name set forth in certificate
- Del. Code tit. 6, §§ 18-103Reservation of name
- Del. Code tit. 6, §§ 18-104Registered office; registered agent
- Del. Code tit. 6, §§ 18-105Service of process on domestic limited liability companies and protected series or registered series thereof [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-106Nature of business permitted; powers
- Del. Code tit. 6, §§ 18-107Business transactions of member or manager with the limited liability company
- Del. Code tit. 6, §§ 18-108Indemnification
- Del. Code tit. 6, §§ 18-109Service of process on managers and liquidating trustees [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-110Contested matters relating to managers; contested votes
- Del. Code tit. 6, §§ 18-1101Construction and application of chapter and limited liability company agreement
- Del. Code tit. 6, §§ 18-1102Short title
- Del. Code tit. 6, §§ 18-1103Severability
- Del. Code tit. 6, §§ 18-1104Cases not provided for in this chapter
- Del. Code tit. 6, §§ 18-1105Fees [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-1106Reserved power of State of Delaware to alter or repeal chapter
- Del. Code tit. 6, §§ 18-1107Taxation of limited liability companies and registered series
- Del. Code tit. 6, §§ 18-1108Cancellation of certificate of formation or certificate of registered series for failure to pay taxes
- Del. Code tit. 6, §§ 18-1109Revival of domestic limited liability company
- Del. Code tit. 6, §§ 18-111Interpretation and enforcement of limited liability company agreement
- Del. Code tit. 6, §§ 18-1110Revival of a registered series
- Del. Code tit. 6, §§ 18-112Judicial cancellation of certificate of formation; proceedings
- Del. Code tit. 6, §§ 18-113Document form, signature and delivery
- Del. Code tit. 6, §§ 18-1201Law applicable to statutory public benefit limited liability companies; how formed
- Del. Code tit. 6, §§ 18-1202Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement
- Del. Code tit. 6, §§ 18-1203Certain amendments and mergers; votes required [Repealed]
- Del. Code tit. 6, §§ 18-1204Duties of members or managers
- Del. Code tit. 6, §§ 18-1205Periodic statements and third-party certification
- Del. Code tit. 6, §§ 18-1206Derivative suits
- Del. Code tit. 6, §§ 18-1207No effect on other limited liability companies
- Del. Code tit. 6, §§ 18-1208Accomplishment by other means
- Del. Code tit. 6, §§ 18-201Certificate of formation
- Del. Code tit. 6, §§ 18-202Amendment to certificate of formation
- Del. Code tit. 6, §§ 18-203Cancellation of certificate
- Del. Code tit. 6, §§ 18-204Execution
- Del. Code tit. 6, §§ 18-205Execution, amendment or cancellation by judicial order
- Del. Code tit. 6, §§ 18-206Filing
- Del. Code tit. 6, §§ 18-207Notice
- Del. Code tit. 6, §§ 18-208Restated certificate
- Del. Code tit. 6, §§ 18-209Merger and consolidation [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-210No statutory appraisal rights
- Del. Code tit. 6, §§ 18-211Certificate of correction
- Del. Code tit. 6, §§ 18-212Domestication of non-United States entities
- Del. Code tit. 6, §§ 18-213Transfer or continuance of domestic limited liability companies
- Del. Code tit. 6, §§ 18-214Conversion of certain entities to a limited liability company
- Del. Code tit. 6, §§ 18-215Series of members, managers, limited liability company interests or assets [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-216Approval of conversion of a limited liability company
- Del. Code tit. 6, §§ 18-217Division of a limited liability company
- Del. Code tit. 6, §§ 18-218Registered series of members, managers, limited liability company interests or assets
- Del. Code tit. 6, §§ 18-219Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability company
- Del. Code tit. 6, §§ 18-220Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability company
- Del. Code tit. 6, §§ 18-221Merger and consolidation of registered series
- Del. Code tit. 6, §§ 18-301Admission of members
- Del. Code tit. 6, §§ 18-302Classes and voting
- Del. Code tit. 6, §§ 18-303Liability to third parties
- Del. Code tit. 6, §§ 18-304Events of bankruptcy
- Del. Code tit. 6, §§ 18-305Access to and confidentiality of information; records
- Del. Code tit. 6, §§ 18-306Remedies for breach of limited liability company agreement by member
- Del. Code tit. 6, §§ 18-401Admission of managers
- Del. Code tit. 6, §§ 18-402Management of limited liability company
- Del. Code tit. 6, §§ 18-403Contributions by a manager
- Del. Code tit. 6, §§ 18-404Classes and voting
- Del. Code tit. 6, §§ 18-405Remedies for breach of limited liability company agreement by manager
- Del. Code tit. 6, §§ 18-406Reliance on reports and information by member or manager
- Del. Code tit. 6, §§ 18-407Delegation of rights and powers to manage
- Del. Code tit. 6, §§ 18-501Form of contribution
- Del. Code tit. 6, §§ 18-502Liability for contribution
- Del. Code tit. 6, §§ 18-503Allocation of profits and losses
- Del. Code tit. 6, §§ 18-504Allocation of distributions
- Del. Code tit. 6, §§ 18-505Defense of usury not available
- Del. Code tit. 6, §§ 18-506Irrevocability of subscription
- Del. Code tit. 6, §§ 18-601Interim distributions
- Del. Code tit. 6, §§ 18-602Resignation of manager
- Del. Code tit. 6, §§ 18-603Resignation of member
- Del. Code tit. 6, §§ 18-604Distribution upon resignation
- Del. Code tit. 6, §§ 18-605Distribution in kind
- Del. Code tit. 6, §§ 18-606Right to distribution
- Del. Code tit. 6, §§ 18-607Limitations on distribution
- Del. Code tit. 6, §§ 18-701Nature of limited liability company interest
- Del. Code tit. 6, §§ 18-702Assignment of limited liability company interest
- Del. Code tit. 6, §§ 18-703Member’s limited liability company interest subject to charging order
- Del. Code tit. 6, §§ 18-704Right of assignee to become member
- Del. Code tit. 6, §§ 18-705Powers of estate of deceased or incompetent member
- Del. Code tit. 6, §§ 18-801Dissolution
- Del. Code tit. 6, §§ 18-802Judicial dissolution
- Del. Code tit. 6, §§ 18-803Winding up
- Del. Code tit. 6, §§ 18-804Distribution of assets
- Del. Code tit. 6, §§ 18-805Trustees or receivers for limited liability companies; appointment; powers; duties
- Del. Code tit. 6, §§ 18-806Revocation of dissolution
- Del. Code tit. 6, §§ 18-901Law governing
- Del. Code tit. 6, §§ 18-902Registration required; application
- Del. Code tit. 6, §§ 18-903Issuance of registration
- Del. Code tit. 6, §§ 18-904Name; registered office; registered agent
- Del. Code tit. 6, §§ 18-905Amendments to application
- Del. Code tit. 6, §§ 18-906Cancellation of registration
- Del. Code tit. 6, §§ 18-907Doing business without registration
- Del. Code tit. 6, §§ 18-908Foreign limited liability companies doing business without having qualified; injunctions
- Del. Code tit. 6, §§ 18-909Execution; liability
- Del. Code tit. 6, §§ 18-910Service of process on registered foreign limited liability companies [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-911Service of process on unregistered foreign limited liability companies [Effective Aug. 1, 2026]
- Del. Code tit. 6, §§ 18-912Activities not constituting doing business
Enacted in other states
Colorado, Illinois, Kentucky, Massachusetts, Maryland, Montana, New Mexico, Oklahoma, Oregon, Rhode Island, South Dakota, Tennessee, Virginia, Wyoming
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